


Lust, Caution

by persesphone



Series: Spider-Man: College AU [3]
Category: Spider-Man: Homecoming (2017)
Genre: Alternate Universe - College/University, Consent, Dom/sub Undertones, Explicit Language, Explicit Sexual Content, F/M, Fingerfucking, Light Dom/sub, Oral Sex, PeterMJ - Freeform, Peterchelle, Spideychelle, Submissive Michelle, and dom peter won out, dominant peter parker, there was a poll and, this was a challenge to see how nsfw i could write
Language: English
Status: Completed
Published: 2018-06-03
Updated: 2018-06-10
Packaged: 2019-05-17 15:15:37
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 14,401
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14834708
Author URL: https://archiveofourown.org/users/persesphone/pseuds/persesphone
Summary: Michelle and Peter are friends. Best friends. Only friends. Late one night, Peter unintentionally catching Michelle in a compromising position during her, ahem, personal and preferably private “sessions.” He realizes that Michelle talking in her sleep and not closing doors all the way is a deadly combination.Or alternately, Peter passes by Michelle’s room door left slightly open one night and catches her masturbating and he loses his shit.





	1. Chapter 1

**Notes for the Chapter:**

> think of this as a challenge to see how nsfw i can make this. but i’m also a bitch who's literally incapable of avoiding plot. this inadvertently became long so it is broken into three parts

There's nothing meticulously different about this, nothing special. In fact, it's common, cursory, and in a twisted sense, regular.

It would start late in the dead of night, surrounded by her things of novels on every available surface along with fancy, expensive pens, tossed notebooks, and little stationaries crowding her desk's surfaces; of scarves and jackets free off hangers, tossed haphazardly atop the armchair in the corner near her window. Late nights like this would happen and the squeals of her bed springs, the ruffling from gripping of the comforter in her hands, and a slight snore in her sleep are the only noises besides a fan whirling on low volume. Late night like these would be accompanied by the unrefined arching of her spine, a wayward keen, a strained grunt, and then more mumbling as she drifts back to sleep, tossing over or bucking her hips slowly and lazy.

In this room is Michelle's own space: the walls decorated accordingly with a wide painted canvas on one wall and the mess of dirty clothes in a hamper near the other; books and textbook strewn in one corner of the floor, her shoes toed off near her door. Everything here is hers, and she likes it that way; she grew up this way with her own things and her own space. She didn't have any experience any other way—no interest to either, really—in learning to _share_.

Michelle's possessive, especially of what's _hers._

Persistent.

Covetous.

_Certain._

Objectively, she's found it interesting when the world stopped revolving around her and her third-grade-self realized the thought that others were just as important, and that she could become the center of someone else's world.

That second part still sounds really funny to her ears; _being the center of someone else's world_ sounds really obscured to her reclused outlook. It's the subject matter of books and fairytales and fiction. And if she were to be told a year ago that she would be hearing these words spoken about her, she wouldn't have believed it—she would have _laughed._

That's probably why her stomach flutters, twists and turns as she moves her hips forward—at the thought of _belonging_ to someone else. And the thought, the pipe dream, turns into a fantasy in her mind.

She isn't exactly sure how it started, but she's not necessarily complaining either.

Nothing about this is special, except who it's _with._

It's pink lips being pressed against hers, of body heat radiated though both of their compressed chests, and the palpitations as a larger hand lowers to her thigh. And she likes this—she relinquishes in this, and wastes no time in grabbing a fistful of brown hair belonging to her admirer, earning a desired grunt. She shifts her posture to sit higher and dimly notices that somehow, suddenly, she's gone from leaning across the edge of Peter Parker's bed to being laid flat across a long wooden table. She doesn't notice it—doesn't quite register it—and she doesn't question it because he's flushed against her and sliding between her thighs that she boldly, graciously lifts one high in the air. He has to step bak for her to do so. His absence of heat is a thought in the far reaches of her mind as he returns and she smooches his face between her palms and kisses him again with the gander of a child. Keeping herself propped while leaning back across the wooden surface, Michelle begins rocking her hips into his again.

The ghosting of Peter's hands slide up her sides underneath her clothes. His grip on her is firm and she can practically _feel_ his guttural pants resonating in his chest and curling down her neck by a trail of chaste kisses. She cranes back, giving more access, and can _swear_ that there's a series of quick kisses that are left just above her plunging neckline and then further down. A hand curls around the edge of the tabletop. Peter's holding her by by his hands around her middle. Michelle hums, feeling the increasing warmth of arousal pooling in her stomach, leaving behind faint tingles radiating from his hollow touch and then stronger sparks darting to her nether regions. He's close to her, trailing kisses back up her body from between her thighs. Restless, she bites on her bottom lip—she can feel his hands lowering, sliding over buttons and creases, her nails bite into the curve of skin peeking under his shirt sleeve of the one arm on her stomach, palm pressed flat, and she _whines—oh_ god, does she whine—and immediately bites down on her lip again to keep her sounds hushed because she can feel his single hand leave her stomach to lifting up the pleated skirt of her dress—her nails biting tighter into his bicep, the same ones she'd been oogling days ago and she wonders if she should _apologize—all_ of this arousal from _kissing;_ how is she ever going to last?—and as she lifts her head back up to meet his eyes that are hazy and just as roused as she is, he leans in further, pressing his weight down against her, pushing her flat against the table, her hands raise to his hair. And Michelle thinks she can feel his belt buckle against her belly button, his bulging zipper at her pantyline... And she don't exactly focus on his eyes, instead opening her mouth to another kiss...and she can feel his hand sliding up the expanse of her long thigh, up to the waiting fabric of her panties, feels his hair on his head between her fingers...and she groans, for him, and to _just hurry up already_. And she can almost swear that he _chuckles,_ so _damn cocky_ —

Michelle moans aloud, her eyes fluttering open suddenly. She could have sworn that her eyes were _already open_...

Now, there's no second body on top of her or near her, no one taking away the cold. There's no warm embrace, and no wooden tabletop underneath her back—there's nothing except the darkness of the night and too-hot blankets strewn messily about with one foot sticking out. The silk night cap she had been wearing is off and lost somewhere she's going to be concerned about in the morning.

She remains still for a moment longer, falling back to reality, relishing in the ebbing haze of the dream, feeling the rocking of her own hips slow to a stop and unclenching her hands that are tightly gripping her blanket. Her pulse is still racing, but she's still antsy and wanting that oncoming rush of release. Pausing to take a quick listen around as if she's expecting someone to be in her bedroom, she resumes, rolling from her side to her back, spreading her thighs as her fingers slide south in preparation to finish herself off, doing what her dreams never could. Her hands sliding over her chest, down to her hips, she replays her dream and continues it as a daydream, imaging that her hands sliding up her stomach were larger. Hums. She images that when her hands slid back down to her thighs, coaxing them up and more open, that they weren't hers. That when her palms returned to the waistband of her underwear, slowly inching under the elastic, that they belonged to who had been in her dream.

Her mouth falls open as her fingers push aside her underwear and slide inside her already sopping entrance. A gasp leaves her that is partially from the amplitude of sensitive nerves at work, and partially from the heat radiating that unintendedly allowed _his_ name to tumble out. _His,_ the intruder occupying her third wet dream that week.

There's nothing particularly especial about this—Michelle has gotten quite acquainted with her fantasies but wakes up with disappointment, with an ache or throbbing urge like this many nights before already. She would wake with the fading haze of heat and warm sensations vibrating through her. Sometimes it would be from touches. Sometimes it's this and the combination of inappropriate talking. Sometimes it's all of that, and and physical touch that leaves her wanting more—firmer grips, higher leg hikes, of the acts of _two_ instead of _one._

It would happen and she she would replay the events again in her head, most times involuntarily.

All in all, Michelle usually wakes up alone and disgruntled, slightly ashamed, and wistful. Sometimes she'll have to change to dry underwear. Most times, she doesn't initiate in the act that will cause her to do so.

Tonight, however, is not one of those nights.

There's a small part of her that nags—the more rational part of herself, she thinks—which says that she shouldn't, and that it's too risky. The walls of the three bedroom apartment she's sharing are not the most dense and soundproof, so this has become a type of gymnastics event. (On more than one occasion, Michelle has overheard a roommate giving off high-pitched squeaks from sex, and another's faint bedsprings for five minutes who resided in the furthermost bedroom. All of it was never spoken of or brought up in conversation. Michelle has never hinted at it, and she isn't sure that she _wants_ it to be brought up, lest it backfires on her.) But her two roommates are out for different occasions tonight, so she assumes the act is alright, her mind beginning to clear from sleep. And to add to the risk, Michelle's bedroom wall is connected to the resident's next door. And it's one in the morning, and she doesn't _need_ a _reputation._

Michelle's head falls back into her pillow as her lips press together, straining to hold in any loud sounds that she might make that night, and lord forbid, wake anyone up next door. And as she spreads her legs wider, slicking in two fingers now, she begins to work feverously, grinding the heel of her palm over her moistened button. She gets slight tingles of a thrill, inserts a third finger, then adds her other hand to stroke and _pinch_ at her sensitive bud. She gives a cry, imagining it's _him._ That it’s his touch, that he's got his weight on her, that he's breathing in her ears, that he's insistent but so characteristically soft and maybe a little hesitant. It turns her on so much more. To the open air in harsh whispers, she asks the space in her room to perform _harder,_ to _add more_ , that it _feels good...oh so good...so fucking good, ah, God!_ Her head tosses, her thighs _squeeze_ together, ankles crossing and raising off the mattress; this time she doesn't do a good job at holding back a lurid groan that would be much too loud on another night.

Sometime through it all, Michelle's eyes flutter closed, head relaxing further into her pillow, and her hands working feverously to bring herself closer to that grand, delicious tipping point that always helps her fall back asleep in record time.

A wrist crooks, efficiently hitting a spot that makes her give a shrill sound, and she works faster, hoping to repeat it, to intensify it. Her head tosses to the other side, ignoring the thought that her hair is most definitely a mess now. She's facing her bedroom window and remembering when she'd come close to being spied on—a horrifying thought _then_ when she'd been performing the same task but had left her bedroom window up and opened, simultaneously hopeful and fearful that the native swinging superhero that she'd caught a glimpse of far off would hear and come to investigate. A more rational part of her mind made her press her mouth into her pillow instead, the fantasy never coming near true—just as she turns to do now. Michelle's face presses into her pillows, moaning, panting. She's getting close, the familiar warm buzz in her lower stomach growing.

It's late into the night and Michelle is fingering herself desperately. Her one hand that isn't buried inside herself rises to cover her mouth. Her thighs squeeze again, ensnaring her working wrist. There's a singular name that keeps slipping out of her in a high whisper—she doesn't stop it, doesn't try to prevent it. Her back arches, her palm grinds harder over her sensitive button, she jolts, and Michelle moans again around her lip between her teeth. She's panting dramatically, urgently. _God_ she's getting so fucking close!

She doesn't stop until a chill runs up her spine. Slowing her treatment, she takes one more look around. This time— _oh God!_ —this time, she catches the unmistakable saucers for eyes of the man previously residing in her fantasy—and she's ready to _absolutely die!_

Peter stands in the crack of her door she had left open in the night, one hand on the doorknob, the other hovering in the air as if it froze in place.

No one moves for what feels like a full thirty minutes—her legs in the air and fingers coated with her juice; him in the doorway like a deer in headlights. His eyes drift more than once. There's an audible swallow. The clearing of a throat. The faintest rustling of clothes.

In a swift motion, she yanks the blanket that had been covering only one leg and tosses it over her body, twisting to wrap up in it completely. " _Jesus Christ!_ " comes from her as a reflex rebuke, and she sees his dark silhouette _jump._ She is only in a large shirt so there is already little left to the imagination. Street signs and city light filter in from her window's open blinds. He's gaping, she can tell. A distant police siren passing by outside seems to snap them out of their stupor.

Michelle's mouth opens and closes uselessly, words not able to come. Eventually, she hisses, lowly shrieking, "get out! Get out! Go away!"

And like the hopelessly awe-struck fool he is, Peter jumps back into the hallway, hitting the wall and is now bathed in shadow. There's a lamp turned on far somewhere—probably from the living room he left. Her door is now only a little more opened than it had before. She had completely forgotten that Peter was staying the night after crashing during a study session, him sleeping in the living room because he continuously refused to "kick her out of her bed." (It was a generous act in the beginning...)

He reiterated this, too, as his reasoning to his current predicament.

Her response is a terribly concealed, raged, " _fuck_ —what do you—what are you _doing?!_ " She's comfortably hidden by her blanket. And she can't see it well in the darkness, but she knows that his face most likely very red.

Peter stammers over his explanation: "T—it—got—I—I was, uh—I—I—I—go to—to get a glass of—um, water," he claims, lamely gesturing to the wall right behind him. And then, "I was going to—I thought you were—that you needed help—I was going t—to ask you—"

"Ask me _what?_ " Michelle rises to sit on hands and knees. The slip of something threatening in her voice was unintended.

He quiets. Freezes, hands still gesturing behind himself. And then he moves, silently. Turns. Mumbles, waving one hand in quick departure, his other hand partially shielding her silhouette from his view. "It's—it's—it's not that—important anymore—"

She sternly, threatenly calls his name and a "what the hell!?"

And Peter can't even _look_ at her straight anymore before his eyes drift once more, his ears ring, and his head spins. "I—I gotta go, I gotta go." He's tugging down the end of his shirt again just before he slips away.

It is all very undignified.

* * *

For the next several weeks, Michelle avoids Peter Parker—not like it is very difficult, neither having residence in the same apartment complex and both attending different universities. She doesn't check on his social media, doesn't text, doesn't call, can't even _look_ at a picture of him without getting that swirling mist of dread and deep, clawing mortification, and knows that she can't _ever_ face him again, certain that whatever boat they had been sailing on teetering somewhere between friends and potentially _something else_ , she's sure that she's burned it now to ashes. And so, she doesn't face him.

Michelle attends a street market, buys baguettes, wine, sparkling lemonade, and tries not to dwell too long on her self-imposed dramatic lack of communication. Days roll by and she finds a lost cat in the bushes near her front door, and she feels guilty when she has another dream, though this one less arousing. Over a week passes; she bakes a cake from a box, ignores the buzzing and messages sent to her phone, and is able to return the cat to its owner who came to her door in tears of relief. She's offered for a payment which Michelle rejects. Still, the owner insists on at least buying Michelle lunch. Or dinner. Or _anything_ , _please._ The owner is a pretty girl with pin-striaght red hair and a dust of brown freckles and she _insists_ because she's new here and since hasn't met many nice people. Her name is Jordan. Idly, Michelle thinks her problems all surround people with freckles...

A week passes; Michelle takes the exam she had been studying for with Peter and avoids looking up to the skyscrapers when crowds _whoa's_ and _ooh's_ and snaps phone cameras one Wednesday afternoon. Two weeks pass and Michelle has received five unread texts messages, whose notifications she swipes off the screen, reminding unread. She finally reads them during her lunch break four more days later—only after she receives a voicemail of rambling that gets cut off by time limitations.

* * *

Peter, on the contrary, can't get the event out of his head. The sight—the memory, albeit having been hardly clear the night's darkness, he still remembers the faint outlines of her legs in the air, had heard her panting from down the hallway, heard her keens from the living room couch. And her _noises_ —both of those coming from her wanton lips and the sounds of her abundant slickness coating her fingers filling her room—they stay with him. Haunt him. Taunt him. Terribly so. Because Michelle—considerate, cool, collected, and cynical Michelle—had been calling _his_ name while getting herself off. It's both a self-booster and it's scandalous. Michelle—the Michelle he used to trail after in high school, who had grown to be a shoulder to cry on, who would make his day with just a _simple smile_ or a _laugh._ Who makes all his worse qualities come out from nervousness. Who he'd asked out one afternoon as a _definitely not dat_ e. Who was the most intelligent girl he knew, the most suave and mild mannered, and who he got cold feet for right before prom proposal deadlines.

It's _this_ Michelle that Peter had walked in on. The thought makes him bite a finger's knuckle, a little regretting.

Well in his defense, he truly _did_ think she could have been in trouble that night and had come to investigate, plausibly help—he didn't expect it to be _that_ kind of help.

Peter blushes and bites into his bottom lip.

It's this Michelle that is such an intellectual, intelligent, and sly. She's the sarcastic friend of his that can drink him under the table, who beats him at every boardgame ever (sometimes he _lets her win_ , so he says), who his aunt, May, has unofficially adopted into their small family as her unofficial god-niece—it's about Michelle who he's had one too many uncomfortable late nights of his own and hour-long self-discussions about; who steals his sweaters and his jackets but his hats specifically in the wintertime; it's _the_ Michelle who Peter caught three fingers deep in her soaking wet clutch, sighing out _his name_ in desperate desire.

The thought alone drove him absolutely mad. And then...

And then the fantasies about _what he would give_ to have made a move drove him up the goddamn wall.

And suddenly he's back in high school, writhing beneath his covers, touching himself in earnest, stroking ill-mannered and furtive, cumming with her gasps ringing in his ears, his shorts not even down his thighs, and a quiet groan, his arm tosses over his eyes in exasperation. He's partially sheepish and partially desperate, obsessed. He's blushing and apprehensive.

He doesn't know how to approach Michelle after _the incident_ , doesn't know whether he _should._

Though, after the few times he's spent drilling his hips into his mattress, he chuckles at the irony and coincidence— _luck_ it is, it has to be—and he'll search for his phone and send her a brief text message, hoping to start a healing conversation.

He gets silence instead.

A small, negative voice in his mind says that he shouldn't be surprised.

Peter sends five texts in total at different intervals in the day over the course of the next two weeks. The first one had been about the sweater of hers that she left and still hasn't retrieved from his residence. The second had been a quickly sent ' _ **Hey mj**_ ' while riding the morning subway train. The third had been a single question mark—that is when the Read notification appeared on his screen but still radio silence. The fourth text he sends was just her nickname, ' _ **Mj**_ ' and five hours later, a rare ' _ **Michelle**_ ' follows. The fifth text message that Peter sends without a reply is the longest—it's while he's in his living room at home, his roommates' conversation and the movie on television simply background noise to his anxiety and worse possible scenario coming true; he sends ' _ **I've been thinking about you**_ ' because he has. ' _ **I see that you've read the other messages**_ ' reads the second message because he knows she's avoiding him; ' _ **Call me?**_  '

* * *

He texts Michelle over the duration of two and a half weeks. Meanwhile, he takes three quizzes worth thirty percent of his grade. He checks his messages, his social media, and there's no answer.

Peter grabs a sandwich from a deli cart and then skips off to the top of a building. When he's wearing his suit, part of his brain is taken up searching for her within the crowded ants of people below.

Michelle ignores his messages, so he sends another. She comes to mind unprovoked; half of him is curious, _intrigued,_ and the other half is sporting a semi.

He puts off wearing his super suit for the time being because this has turned into an _issue_ he would rather have solved as soon as possible. (And, it would be very, very unhealthy for Spider- Man to go around with a possibly noticeable semi-erection.)

There is a news coverage about a local gas station robbery, a hit-and-run, and an adoption special by a pet store. The news anchor is different than before. There's brief talk about the weather, the picture of The Statue of Liberty in the background as a placeholder as the station goes to commercial. When it returns, the reporters paraphrase a dramatic event across town taken care by another set of New York's superheroes: the Fantastic Four.

Peter tries not to watch the news but it's the only effective distraction for his impending dread. Twice, he stops himself from writing a novel in a text, impatient. Once other, he catches himself typing ' _ **I think about you too**_.' He deletes that one also.

Three weeks go by without a reply, just two ominous _Read's_ on his screen, taunting.

Finally, late one night with notes on looseleaf pages strewn across his bed, highlighter stains on his fingers, and an opened textbook he's three seconds away from chucking at the wall, he needing a breather and checks his social media. It's just as quiet as his texts left on _Read._ It seems to laugh at his feeble hopes.

Peter sits up, stretches, and stands from his unmade bed. He's in a black hoodie and grey sweatpants, barefoot. Michelle's sweater that was left a month ago now is still hanging in his closet. Phone dancing in his hands, he thinks, frets, considers his options, and weighs the plausible outcomes.

Peter has to talk himself up for a full eighteen minutes before he finally dials Michelle's number.

* * *

She doesn't pick up.

Of course she doesn't.

And he's half relieved from anxiety and half frustrated at this.

* * *

This is an issue because, for one, they're friends. They've always been friends. Secondly, because this is out of character for her to go dark at the drop of a hat. Usually if she's angry, she's texting him back—in sportaic, short, emotional rants and reasonings to why she was _right,_ or it's in long blocks of text—or instructing to meet up to talk, or is suddenly knocking on his door instead. Third, because they never fight—argue, yes; bicker, most definitely; but never fight, or whatever _this_ is. There has been a comfortable amount of embarrassing moments retold in stories but something this dramatic has never happened, and Peter knows that is the largest contributor to this issue.

A big part is that they're friends—that they're _only_ friends.

**Notes for the Chapter:**

> feedback is encouraged and i'll be extremely grateful!


	2. Chapter 2

**Notes for the Chapter:**

> think of this as a challenge to see how nsfw i can make this. but i’m also a bitch who’s literally incapable of avoiding plot
> 
> though this part is mostly romantic

It should be easy.

Michelle planned to drop him like he's a hot frying pan and not look back—because she has her confidence and the tattered remains of her pride to consider. She sees that bridge burned to ruin, and so she doesn't even try.

To him, it should be easy. After recovering from the dramatic embarrassment, Peter had planned to meet up with her and explain everything. Maybe explain a little _too much_ —it depends on which daydreamed fantasy this is. Because to him, the bridge isn't burned—a lot more slippery with loosened boards and holes he could potentially fall through at any unsuspecting moment, but not gone. Not completely. He hoped to scavenge from that.

And because of this, he leaves her a voicemail about this very thought. It's five minutes into the message when the machine cuts off, alerting that time is up. He hadn't even gotten to his reasoning yet. Retaken over by anxiety, he doesn't call back to finish.

When Michelle listens to it, she stares at her phone's darkened screen for many minutes before picking it back up. Taps open the messaging app. Thumbs carefully type out one line, two lines.

At the last minute, she deletes it all. She'd gone cold turkey, she reminds herself, and is determined to stay that way.

A curse that has plagued her all her life is that Michelle isn't a quitter. Or a flaker. Or someone who leaves and is unreliable. But a _runner_ , however...

* * *

It's late one rainy Thursday afternoon that Peter finally manages to get a reply.

It's just before it starts raining. The streets are alive with businessmen and children and pedestrians in jackets and carrying folded umbrellas or ponchos. There's smoke from construction work, from cigarettes, the foot traffic, and and angry drivers. A woman hails down a taxi. A driver and a bike rider have a yelling match at a stoplight. A child cries from dropping his food on the concrete. Above, the sky is a deep, dark grey, the kind just before a thunderstorm. Michelle clutches the handle of her umbrella, moving quicker through the streets. Moments ago, Spider-Man swung just overhead, and around the high corner of a building. Michelle had been exiting a

convenience store; she had just paid for her purchase when she spots him, catches him doubling back around to swing back in her general direction, and then she's rushing the three blocks to the subway to finish her route to get home as quickly as she can.

It still isn't enough.

When Michelle is climbing the floors up to her apartment, Peter is sitting on the stairs just before the floor landing leading to her door. He's got his hands entangled together and pressed to his mouth, earbuds in. When he sees her, he's startled and yanks out his earbuds, sits straighter, eyes widening as if he's shocked she lives here. As if he could _forget_. There's an electric current of _knowing_ that passes between them, and then his features harden. Michelle's gaze moves above his head to her door that's so clearly in sight.

Earbuds dangle from inside his shirt's collar. It's one of those fucking plaid button-ups—the ones she used to make fun of him for in high school; the kind that he once tried to teasingly unbuttoning for a reveal when he was shit-faced drunk.

Peter shifts his posture. Inhales slowly, unsure. Greets her with a casual, "hey. Um..." Declares that he's been trying to get in touch with her. Clears his throat. Asks why she doesn't reply to his messages.

Her frown deepens but she remains stubbornly quiet. Her eyes slide again to the landing that is literally three stair-steps away and fixates on it. Her apartment's door is a beacon of refuge that she so _desperately_ wants to get to. To run to. To hide. Her fingers are suddenly ice cold; she flexes them at her side. It doesn't go unnoticed by him.

"MJ," he goes, and her eyes snap back, bounces right off of him.

Her heart is pounding. Her fingernails bite into her palm, curled around the handle of the flimsy plastic bag from the convenience store. She hopes he can't tell, or at least doesn't comment.

His eyes trail down her form—from her eyes down to her ankles, and it's blazing, excruciating, _exposing—and_ back up again. He inhales again, slow. Looks off to the side. Rubs his hands across his jeans, nervous. Wets his lips.

"What are you doing here?" She glances around to make sure no one else is around.

"...I'm not sure."

She rolls her eyes. She can't quite do it right.

The stairwell is eerily quiet. Just out of sight, a long legged spider crawls into a corner high on the wall. It makes goosebumps explode on her bare arms. The hairs on Peter's left forearm rise halfway, falls back to relax when he sees it.

"MJ," he starts again, and his voice softens. "Can we talk?"

"No."

He's taken aback by how quickly and sure she sounds.

He blinks rapidly. "Well... I...uh..."

"I'm busy," comes out too ready and too sharp.

"We _need_ to talk."

Still, she doesn't look at him. Tries to maneuver around him. Peter stands and steps back in her path, blocking her. Thankfully, Michelle's self-conscious swallow isn't audible. She's still unable to look at him.

"Why haven't you answered me back?" he starts. Receiving a perplexed look and realizes how his words sound, he backtracks. "Sorry. That's not what I—" He loudly sighs and pinches the bridge of his nose.

She takes a wary step down a stair. They're the only ones in the stairwell as far as she can tell.

"It's just that...I've been sending you texts—messages—and I called, trying to get in contact with you, and..."

Is this what he came all the way here to do, she wonders. (It's her own inhibition that makes the negative thought rise.) Her voice is unintentionally small when she asks him what his business was here.

And he has that lost puppy look she loves so much as he wipes his hands on his sides, says, "I've been trying to get in contact with you, and I've been trying to catch you, but you never—and I just —"

"Look." Michelle is looking over her shoulder, out to the view of the streets past the railing. "I don't know... _why_ you feel—why you _think_ —" Stops, a hand raising to emphasize. "Why did you bother to come all the way here, Peter?"

Confused, he blinks. Hesitantly asks, "What?"

This time she roll her eyes correctly. Michelle steps up to push past him again but Peter blocks her way once more. "Move, Parker." She doesn't register it herself, but her voice cracks.

"MJ, please. Listen to me..."

"I'd rather not," she says, because she doesn't. She shuffles her small purse back up her shoulder, raises her chin, doesn't want to hear any of the smart comments or rebukes he has stored for her. Glancing toward her front door again, Michelle finally manages to squeeze by and walk up three steps before he's hurried to at landing and is outstretching his arms to cage her on the stairs. His face has hardened again, determined.

He forgot to press pause on his music; the faint drums of an indie band can be heard from his earbuds.

In front of him, she _flares_ —not from anger, but something else of red hot, rushing emotion.

Peter's face softens again. "Just hear me out?"

And she refuses him again; states that she "got the memo pretty loud and clear back then."

Her heart is pumping, her decisions inconcise. Michelle is ready to shove past him to run inside the safety recluse of her home, to press her face into her hands, sink to the floor and digest that this relationship is indeed over. She's prepared to hear him taunt, to be sarcastic, to give _some kind_ of sly remark.

What she isn't prepared for is his nose to wrinkle and ask, "what memo?"

Like, she _really_ wasn't suspecting it—and her face shows it.

Scratching at his neck, "can we talk inside?" Nods to the ceiling above. Whispers, "there's these two nosey guys who've been really trying eavesdropping this whole time."

* * *

Peter doesn't know what to do with himself when the front door closes and locks. He strolls awkwardly into the living room where she's taken a seat on the long sofa. She clasps her hands together. Rolls them down her blouse—a nice black one that managed to get her a free coffee. He idles, takes his time to sit and start. Michelle's umbrella hangs from one of the small hooks near the front door. Both of their jackets are tossed over barstools randomly set against the dining room wall. He pads the skin between his fingers, pulse having slowed but not considerably. Not _enough._

Michelle rises her chin, indicating for him to begin. Asks, "what's it that's so important that you're _oh so dying_ to tell me?" Bounces a little when he flops on the couch. "You don't have some other secret identity, do you? You're not moonlighting now, are you?" Her words bites at the awkwardness she feels with sarcasm, making sure to keep her feature blank and serious because if she were to go down, she prefers to go down with a facade of confidence.

Peter's face scrunches up in confusion and appalling. "This is serious. Be serious."

"Am I going to find out that you, like, wear lipstick after-hours or something?" A hand raises up. "Not that I'm judging. Totally not. Promise. Scout's honor."

"You're ruining it." Peter slumps at her side.

"Sorry. Sorry." Michelle's hands fall between her knees; she squeezes them together. Her face is heating up from a blush.

Unlike hers that can't be seen, Peter's blush is clearly growing in intensity as he trips over his sentence, his explanation, his reasoning—and Michelle isn't expecting it, at least not this badly— until he eventually ends it with: "I'm just...Just worried. Is all."

She nods, sucking in her lip. "Nice talk..."

"That's—that's not what I— _you know this isn't_ —MJ, please, I'm trying to be serious here!" He jumps from the couch and begins pacing behind her, rambling under his breath rapidly about "how am I going to say this right?" Never has he done this—she's _Michelle;_ she's his _friend,_ and a good one at that. Peter didn't know what he would do if this all fell apart. He's thought and over- thought about this in circles, in reruns.

Michelle fidgets with her cellphone; without thinking, she ends up opening her text messages, rereading Peter's. The icy feeling and heart beating in her ears doesn't cause her to hear his whisper, so low and wistful from behind her: "can I just kiss you?"

"What was that?"

"Can I go get some water?"

"Yeah," her brows draw together. "Of course. You know where it is." When he leaves, she sighs, dreading what he has to say.

Peter takes his time to gulp down two full glasses filled from the kitchen faucet then is leaning over the sink, giving himself a brief, harsh pep talk before straightening his posture, tries to steel himself. It melts away as soon as he reenters the living room; he doesn't sit, still too antsy.

"What is it that you wanted to tell me?"

He purses his lips. "I... It..." Sighs. Gets the spark of remembrance. "What did you mean by _memo?_ "

And she goes silent. He has to ask twice more before she squeaks out an answer. "Memo... Like, as in an agenda. It's a thought. A plan. An initiative—"

"Em..." The nickname works on her like his "big ol' puppy eyes," as she calls them. "What's up with you?"

The eyes work now too. And never has he seen her as apprehensive and insecure as she looks now, feeling exposed and deceived. "...I thought we weren't friends," she admits. Eyes trained on the carpet before her, Michelle doesn't see Peter look toward her from behind the couch. "I thought you wouldn't want to see me again, actually... Which I can _understand._ I don't blame you. It was weird—odd— _bad_ , it was very bad."

"Bad?"

The air is devoid of comfort and confidence. Michelle takes a moment to think. Asks if he knew what she's talking about.

He doesn't.

"Ok then... How did you do on that _test?_ " She means the one he had been studying for when he was last over at her apartment—when _the incident_ happened, dropping a hint.

Peter nibbles his lip. "It went good. Really good. I passed." He chuckles. It isn't reassuring. "You?"

"Could have been better," she shrugs. "Was three points away from an A+" It's like a weight is gradually lifting off of her.

Silence passes.

Outside, a neighbor's apartment door slams. There's a car alarm going off. The lid of a trash can sounding. A shout. A dog's bark. A vehicle revs. Glass shatters.

"Listen, MJ," Peter starts more gathered and determined than before. Rounding the couch, he stops in front of her. "We need to talk about... _that_. Right?"

And like being drenched in cold water, the anxiety returns, her heart leaping into her throat. Slowly, she asks, "about _that?_ " Hopes it isn't _the incident_ , prays it's something else—about running out of toilet tissue or eating the last morsel of leftovers or slobbering in one's sleep—but then what else could it be, she thinks.

"About..." He's ignoring her turning around to stare at him by nervously fidgeting with his hands. "About—about that—that _thing_ that happened..." She raises a brow so he exhales. "That happened _that night_. Um. Yeah? We should talk about that, shouldn't we? Because I'm a little confused here—and I don't want to get my hopes up any—I just want to ask one thing..." It's a question. He has his hands behind his back and is looking _impossibly innocent_ and suspiciously _suspecting,_ chin titling up, quietly hopeful.

Michelle doesn't say a word so Peter takes that and her judging stare as an initiative to continue.

"I know that there's a guy at your job named Peter. Or Pete, so... I just gotta know... That night was it, like, when you were, um—the _'Peter'_ you were, um, _saying_ was it him, or—or was it...me?"

Silence lasts. Briefly. And the gradual change across Michelle's face is terrifying, becoming petrified to insulted to deceived to _anger,_ if he's ever seen it before.

"Were you...were you standing there _watching_ me!?"

His eyes go wide. "No! NO! I wasn't, I swear—"

She goes frighteningly quiet, wraps her arms around herself. A whispered " _fuck!_ " slips out staring at the floor. Her voice dipping back to calm frighteningly fast.

He slides to his knees in front of her so she's forced to look him in his doe eyes. "I wasn't, MJ...not on purpose! Look—I heard you moaning and making all those noises and I thought you were in trouble or _hurt,_ so I went to _help_ and I... I..." He's bursting into the deepest red she's ever seen him. There's a loud swallow. His mouth opens. Closes. His tongue darts out to wet his lips.

She catches his eyes dart toward her mouth, lower still, back up to linger on her throat before rising in a panic back to her eyes.

"Can I be frank?" he blurts. Michelle hesitates, shrugs, so Peter moves to sit beside her and continue. "On the grounds that we're friends... The sounds you were making were actually really, _really_ hot."

If she was as pale as he is, she's sure she would look as bright red as his ears. "As friends," comes out as a mumble.

He sucks in his lips, frowning. Steels himself. Envisions the dozens of outcomes. Takes a leap of faith. "...Only if you want."

And Michelle's heart _leaps_ into her _mouth—figuratively_ and metaphorically—because before she knows it, she whispers, "not really." And the smile she receives is so wide and cheek-splitting that it feels _unreal_ to her and it's something of fairtylates and fiction, of the actions in her dreams for him to be this _happy_ about this, about her.

He asks if she's sure, if she really means that, if she was serious. Michelle only bites her lip, tries and fails at holding in a small bashful smile—which is _surprising_ coming from her, because Michelle is never _bashful,_ but she is now because for once of few times, she's fearful, cautious. Carefully breathing in, steady and wary, as if she's suspecting it all to tear apart at the slightest inconvenience. "Yeah," is a whisper around her lip between her teeth.

Peter is smiling like a golden retriever when he asks, louder this time, "can...I kiss you, MJ?"

She's too hyped to respond. While on the outside, she's a statue as Peter leans to bring his mouth to hover a hair away from hers, inside, she's electrocuted from the thrill, the exhilaration, the adrenaline rushing right below the her surface.

Her fingers drum. He hovers in her face, carefully gauging her reactions but not touching.

"That's not a kiss, Peter," her soft laugh blows across his face.

He smirks, closing the distance, and it's a bumping, un-choreographed messing of pressed noses, timid lips, and the feather-brush of lashes against cheeks. Between it all, he mumbles "oh god!" and "wow!" and "we're—we're really doing this? We're—"

She pauses, reluctantly, finds that her hands are clinging to his shirt's collar. "You walked in on me _masturbating_ about you, then tell me that you think it's _hot,_ and you're _surprised_ that I say I want to be with you? Wow, Peter. Great job. What a boy genius. The city's savior."

"Ok, ok!" Quick kisses quiet her sarcasm. He's holding her biceps and then his lips on her cheek. "Can I just..." He kisses below her ear, her hair brushing his face, and earning a high-pitched noise—a moan—it sends electric jolts through him; "Just say for the record," his mouth lowers to her jaw, "I sometimes thought of you too."

"Only sometimes?" she sighs, leaning her head to give him more access to her throat as he continues to her thin necklace. "That's lame."

"Yeah. Other times I'm awake or busy, you know." His mouth opens to run the end of his tongue over the spot he'd been kissing, and earns a delightful sigh when he experimentally bites under her jaw. "Oh, you like that?"

_"Fucker."_ Her breathing is heavy, feeling him tenderly sucking.

"Would you like that too?" He laps at a reddening mark before moving to a new area. "Because with all these sounds..." Bites down lightly and she moans between pressed lips. "It's too tempting to _not_ try to make you make _more."_

The grips on the ends of his shirt are tight. He takes the actions of her hands sliding up his front beneath the fabric and her sighs as an answer. She's got two faint red marks on her throat now.

"God, this is so much better," she sighs.

He knows she means her dreams. "It is." She congratulates him about how the work he's doing feels so good. Peter pulls back and smiles. "I hope so!" Then his hands slide from her biceps to splay across her lower back, holding her. "Could I—would you like me to do more, maybe...?"

"If you don't," her nails slowly drag down his chest and stomach, and this time he lowly groans, "then it would be disappointing. This a wasted opportunity..."

He breaths, "wasted?"

"Yup," she pops the ' _p_ '. "No one's here. My roommates all went home..."

"Until when?" His eyes train on her round lips catching between her teeth. Her nails dip into the indents of his muscles as he flexes on automatic, inhaling slowly, and everything hot and intense and his skin is sending off rapid-fire receptors to his brain.

"For the next three days, I think."

It takes a moment for him to calculate, think and consider, because he has his own schedule and calendar and work to weave around, to break his attention away from her. Peter looks to the time shown on the stove that can be seen from the living room couch. "Three days..." Looks back to her and Michelle's lips, wet from her own tongue and his mouth, the look of obvious lust and arousal in her eyes—for him, truthfully. Peter gives a chaste kiss on her mouth. Smiles. "To the bedroom, then?"

* * *

There's nothing meticulously unusual about this, nothing unheard of. In fact, it's fairytales, fiction, and in a twisted sense, imagined daydreams.

Michelle's hands hold Peter's face close, slowly kissing, holding her in his arms as she's lowered down to her full-size bed. The blankets are unmade. She kicks them to the floor.

Everything about this is different. It's a thought, a fickle pipe dream, the thing of fantasy in her mind. And when he mumbles something along the lines of _"God,_ you're everything" (she can't tell for sure, the blood rushing in her ears) as he's laying on top of her, she stops, pulls back to look him in the face, because she knew that had been about _her._

He blinks. "What? Did I—did I say something?"

"What was that you just said?" Michelle takes in the scared look he has. "What?"

"Don't play innocent, Peter," her thumb slides across his bottom lip.

"I said that you were everything," he's wary, unsure. "Sorry, was that—?"

Michelle shakes her head, telling that it was fine. He asks to continue to kiss her.

"Why did you stop?"

"Right. Right..." He holds on to her sides and returns to kiss her lips lightly and chuckling. It quickly descends into slow, sensuous open mouths and tongue. Every now and then, a quick moan slips out from her or he gives a groan and her legs would cradle his thigh, pushing herself closer, so close.

Michelle's hands in his hair slide down to the nape of his neck in time that she grinds her hips up on his thigh. Her leg inadvertently hits something stiff in his jeans and he breaks the kiss to hiss in pleasure.

"Is that...?" she asks, repeating her motions. "What's _this,_ Peter?" she teases, knowing good and well. "Mm what do we have here?" Chuckles as the grips of his hands on her waist becomes tight.

"Devious," is his sigh near the bend of her neck.

"You were listening to _me_ that night. I deserve to be as _devious_ as I please, dirty, dirty Peter."

She stops and his head pops up. "You aren't the _only one_ who had dreams!" He sounds offended and she points this out. He leans back from over her so she can sit up. "By the way...what were some of the, uh, thoughts you had?"

"You mean _fantasies?_ You have to explicitly say what you mean or I won't get it," she chides, and he groans in reluctance. Out of all this time, now he chooses to be modest?

"Yeah, that. We never talked about them." Quickly, he adds, "if you want to, I mean, of course."

Michelle grins, finally relaxed after all these weeks of worry. "Well," she starts, "it's weird. Sporadic. Um," a hand brushes hair away from her forehead, stalling. "What were yours?"

Ignoring that she didn't answer his question but growing bold, "Mine is doing whatever made you moan like that back then." A hand slides up her side; Michelle raises a brow, not convinced. "To know whatever you were thinking about...get you to moan over and over like you did." He cups her neck, brings her closer to speak lowly in her ear; he's mildly timid. "What were you thinking about? Will you tell me what it was, Em?"

She hisses, his mouth connecting to her jaw again. "Well," she's hesitant to start, the subject still mildly sensitive. Licks her lips, her hands finding their way to fist his shirt again. "One of them were of _you_ and taking charge. A few of them were, actually. That's...that's what _that one_ was that happened."

He pauses, eyes wide. But he blinks and the moment is gone as quickly as it appears.

"Ok." Shifts across her bed so he's close enough to see the rising hairs on his arms. "I remember you saying something like how you like my mouth. And my hands. Is that true?" He's getting bold, she can tell. "Tell me: what do you like, Em?"

"Don't know if I want to do... You sure this isn't _too much_ for you? The mannered Peter. Famous, soft—" Michelle breaks off into a yelp as Peter grabs a thigh, lifts it, and uses it to yank her close, now resting between her legs.

He's soon smirking in her face now. "Fine. If you stop being a _brat,_ I won't tell anyone that you're having wet dreams about me."

Michelle reels.

Laughing, he resumes working on the mark on the other side of her throat and stopping when it's a faint pink. Michelle's arms encircles his neck. His hands return to sliding up and down her sides, and his knee nuzzles between her thighs.

**Notes for the Chapter:**

> comments and feedback are the only things i ask for please


	3. Chapter 3

**Notes for the Chapter:**

> i want to thank you all for the nice comments! they were all incredibly encouraging and I'm glad you all like this ficlet!
> 
> **note:** think of this as a challenge to see how nsfw i can make this. but i’m also a bitch who’s literally incapable of avoiding plot.
> 
> there was a poll to decide what type of dynamic to do, and dom peter/sub mj won out. this chapter is nsfw so if you don't skip down this path, you've been warned to opt out. this is the most nsfw thing i’ve ever written and it’s like. so ridiculously long wtf.

Michelle and Peter Parker are nearing the end of their fourth year in college. Michelle is attending a university on a full-ride, and Peter is at a smaller college, taking the minimal amount of classes needed in order to balance Spider-Man acts. For two years they were separated, save for social media, and were able to grow and experience. Though as Michelle's lying on her dorm- apartment's bed, the same boy who she used to like is with her, kissing down into her mouth, and she's sighing in content.

Peter had just told that she was everything—his everything—and for the first time, she wants to believe him. Wants to believe that it isn't something said only to keep her tether of friendship from snapping. She wants to believe that it's the reason he left her, stood her up for study meetings in high school, for Decathlon dates, fun weekends planned half a week ago, to a school function and she chasing after him one time. And after their re-meeting a year ago, she wants to believe that is why his insisted on staying around her as much as he could while simultaneously being mysterious "for her own good;" she wants to believe that is why, when she found out about Spider-Man, he rebuked her so she wouldn't follow him and risk getting hurt. She wants to believe that is why she would awake at night and find him outside her bedroom window, why she was his first choice and first thought about receiving medical help, why he baked an entire but partially- edible cake on her birthday, why he would wait on hand and foot for her, why he exhibited similar traits as he had over an old crush back in high school.

And now, Peter Parker is mumbling how he "loves how your skin feels...like your neck...and your thighs," leaving kisses down the aforementioned trail, a hand tightly gripping her leg hiked high around his waist. "I love how you look in this," as a finger trails from her clavicle to the V-shaped cut in her blouse that exposes the valley of her chest. "You know on what else this shirt would look good on?" The phrase would have sounded much better if he hadn't stammered over it, growing out of breath.

And Michelle grins, amusing him with, "where?"

"On the floor."

Her nose wrinkles but grinning still. _"God_ that's so cheesy!"

Peter attacks her face with peppered kisses all over her cheeks, forehead, and nose. It turns lustful and heated once lips meet again, and then it's him moaning in her mouth, her hips instinctively rolling under his, and Peter making a searing open-mouthed trail across the marks he made on her throat, down the space between her breasts, lifting up her blouse to kiss down her stomach, across the top of her jeans, amused by her beginning to squirm.

She orders him to pause in order to rid herself of her blouse—she's wearing a simple gray cup underneath, a new one bought from when she had to makeover her closet after gaining the weight associated from college. Her jeans too. Specifically her jeans. He's pawing at her wider hips, loving it.

"I wonder...what it would take...to get you...hot and bothered?" he asks whenever he lifts his mouth from her skin. His mouth meets the middle of her bra's underwire and hums. "...Like you were back then in your room." Kisses the top of one breast, can feel her heart thumping and smirks. "And since I'm in charge," his teeth softly nibbles the skin of her small mounds, "I want to get you as wet as you were then."

Michelle gives a sound of confusion, not completely believing reality just yet, not yet focusing on more than his breathes.

"You don't think I couldn't hear, did you? I was right there, remember?" He slides over to give her other breast teasing sucks and nibbles above her bra's cup. "I could hear you moaning. Moving. And your hands—Em, _God_ I want to do what your hands were...! You sounded so nice. So hot." He then stops, asks if it's alright to take her bra off, if she's ok to do so. Nodding, she arches her back, an indication for him to do it himself. She winks in encouragement. Peter still fumbles with the clasp.

He's less nervous than before now, running his hands up her body and, given approval, cups one breast in one hand. Kneads it. Sliding a thumb over the dark brown nipple as a test. Rubs it between his splayed fingers before pinching it to stand erect. All the while, noting how she bites her lip, the short huffs and hums she gives. He pays close attention, documenting and categorizing every action of his with what kind of reaction she exhibits.

Peter is twirling her right nipple between his thumb and forefinger—the more sensitive one, he finds out, going by her mewls and wiggling hips—before deciding to change actions and leans down, experimentally taking it in his mouth. Instantly, her back bows and she emits a low, short cry. His tongue glides, twirls along the tip, around it whole, and her teeth _dig_ into her bottom lip, forcing restraints that are paper thin to keep her volume low. He sucks, nips her areola, returns to sucking and her nipple grows hard in his mouth, her gasps growing shorter and quicker. As he's paying attention to her right, his free hands inches over to her left breast to knead the small mound, pinches and teases and pulls at the nipple in time with his mouth. He's enjoying this, very concentrated on his work, giving moans of his own about her soft, enticing skin and the pulls of her hands around his head.

Taking her whimpers as a positive sign, he gently tugs and plays with her neglected nipple and wonders what other reactions he could get. Changing directions, her nails move to pull at the sheets in reflex with harder force she didn't want to enact on him. When Peter releases her right with a _pop!_ and blows cold air across it, completing his task, her fingers return to running through his hair, the gentle scratch of her nails and occasional _tug_ given when he causes a certain nerve reactor goes off. Before moving to give his mouth's attention to her left breast, he tells how soft they both are, how perfect and pretty, that he could play with them for hours.

The same treatment is give to her left until it's hard and "looking at him," as he jokes, leaning back.

Michelle's holding his stare as a hand of her own slides up her now-abandoned breast, then toys with the moisture left around her nipple. From this, Peter finds himself staring.

Dragging his gaze to her eyes, "do you mind if I—" "You better," comes out without thinking.

He breathes, slowly. _"Shit,"_ is a whisper watching her palm her breast now and he's hardening in lust. Grabs himself through his jeans in reflex, but pulls away at the last minute, deliberately forcing himself to withstand.

Her hips squirm, reaching up for his but barely grazing. "I want you, Peter," comes as a coax, reassuring.

Nearly snapping out of his haze, he swallows. "You do?"

She nods. "Yeah. Lots. Take me. Have me," groans, " _c'mon_."

"You want me to take you?" his throat is dry, words a tinge hoarse. Then, Peter smirks—he just _has_ to egge her on: "You sure, Em?" Annoyance flashes on her face at that. "Well, if you insist..." Leaving departing kisses under each breast first, he travels back down either side of her stomach until reaching her pants, trailing around to her hips. Sucks and leaves dull pink ellipses above her hipbones. With his hands tightly gripping her sides, she sighs that she likes that. Feeling him smiling against her skin, he gropes her hips, slides his palms underneath her ass and _squeezes_ while lightly nibbling just under her bellybutton.

"Stop being a _tease,"_ Michelle whines.

Arguing that he isn't, he's just "enjoying myself. You make the cutest noises!" Then, getting an idea, "do you like dirty talking?" And at being unanswered, continues: "you did a little bit of it minutes ago."

"I—me? I don't—dirty talking?— _pffft!_ "

"Uh huh..." He climbs back up to stare her lie in the face. "So you wouldn't like it if I were to say," he leans in to her ear, whispers, "how I would _love_ to get these pants off of you?" A finger toys with the fastenings of her jeans, teeth on her ear, and she inhales deeply. "And what if I were to call you, something like _good girl?_ " He's running lips across her collarbone. "I really want to hear you, Em. Get you to squirm."

She gasps, his hand sliding down her zipper and cupping her through her jeans. " _Peter—!_ " This is new—this side is _different_.

"Yeah?"

She grinds into his hand, his thumb directly above her pleasure button. "Fuck, Peter—"

Egging her on, inquires, "you like that?" And he's pressing his hand into her, forcefully sliding back and forth, creating friction. "You want me to keep doing this?" he asks, because he doesn't know, needs to know. "Tell me what you want me to do, Em?"

His hand is moving hard and fast on top of her jeans so she moans. "Stop—teasing—!" Hips wiggle. "Take 'em off! Take 'em off!"

He hesitates. There's a mutual mental _click_ when she's gazing up at him and he asks if she's sure. Earning a dazed nod and an "I trust you," Michelle unbuttons her pants, and with his help, wiggles out of her jeans.

The breath he inhales is intoxicated—he's now looking at her in only panties. _Michelle,_ his _friend_ Michelle, who he's had his heart set for since high school...the Michelle who he's dreamed about...who he's always convinced himself isn't—that she would never— _could_ never be—

He's dazed, awe-struck. She lifts a leg to toe at his side, bringing him back to the now. She has on burgundy toe polish that's starting to chip off.

Peter gives a smile, small and apologetic, before running a hand along long legs that seem to go on for days. "Would you part your thighs for me?"

And she does.

Returning back to before: "I wonder...if I'd..." Swallows for gusto. A finger larger than hers slides across the waistband of her mismatched blue cotton panties, and she's watching, silently daring. He makes remarks about the clothes-button sewed on the front is "cute." Runs the finger down to the growing damp spot in between her thighs. Makes a circle around it with a finger. Pokes inside her. Nostrils flaring, a sharp intake rips from her opened mouth and her back arches a little off the bed. "Oooh! You liked that? That feels good for you?" Peter presses his finger inside her through her underwear, gaining confidence. Adds a second. Her wetness is soaking through the fabric, he tells, mesmerized.

"I know, stupid," she moans, and is thinking of another, hopefully wittier comeback.

It's attractive, he tells. Very attractive. Hella attractive. An incredible turn-on. God, how hard he's getting...

Michelle would have also rolled her eyes and finished that comeback that gets stuck in her throat if he hadn't hooked fingers around the waistband, prepares to slide them down, because she jerks, quickly sitting up that pushes him away. Yelps, " _wait! Stop!_ "

Peter does, a deer in headlights. He's beginning to spill out apology after apology when: "no, you're _fine,_ it's just that— _I_ haven't, uh, yet..."

Peter takes notice of the way her fingers rake across the fabric, covers the area with her palms, crosses her legs, and he gets it.

With any other time she wouldn't care to listen to complaining about having _baby soft skin down there_. She would ridicule and criticize the delusion about the expectation—has before, multiple times, with Peter present and not. But there’s a small part of her that doesn't want to ruin this, with _him,_ doesn't want the buildup of hopeful hearts and years of pinning to come to a shattering stop. So she stops, lets out a begrudging groan.

_This_ isn't the case for her assumption to come true.

II don't _care_ that you haven't shaved," is spoken and she goes quiet, tense, and _gawks._ "Please, MJ. You'll look fine." But she looks more than fine. She's alluring. Addicting. This is spoken against her cheek in soft kisses, hands caressing down her arms.

She remains silent, studying the solid curves of his arms so close. Quietly muses. Feels him nose where she's ticklish in the crook of her neck; her laughing howls and she swats at him. As an act of further comfort, Peter removes his layered shirts to reveal muscled planes Michelle generously runs hands across, up the indents of his stomach when he flexes, her nails drawing faint lines down to the hems of his jeans. There's a tiny, short trail of hair between the tops of his pectorals and a gorgeous line descending from his bellybutton and directing towards the growing bulge within his jeans.

The last time she's seen him shirtless had been on a summer trip years ago, she thinks.

"I see..." Michelle's right hand runs down his stomach as she leans back to her elbows.

Smirking, "You like?"

"No, duh, you dummy. Why _must_ you even...?" She glares about his cocky remark.

He's kissing her on the lips in a semi-apology as a hand toys with the button design sewn onto the middle of her panties, and Michelle's already increased body temperature gets five times hotter.

He's granted access after a comforted hum and a swing of her hips. Explorative, Peter's one hand slips under the band of her underwear, glides through short, dark, course curls to drag a long finger through her moisture, receiving a short moan. Alternating between kissing her shoulder and glancing to his working hand, he slides around her lower lips, teases the circumference of her opening, over her hooded clitoris tip, tries faintly _rubbing_ it in one single circular motion, and is startled when her body snaps and she _shouts,_ clutching at his shoulders.

Peter's freaking out, worries that he's hurt her. Michelle can only gasp. "Do it again! Now, now!"

So he does. And again, and again. Then all too quickly for his liking she's hollering, "stop, stop! Too much! Too much! Ah, Christ!"

He's really feeling himself so he changes to running his fingers inside her labia lips and periodically caressing outside it, feeling her starting to coat his fingertips. His mouth is on her shoulders and breasts. She's panting, head tipped back and eyes closed, hands resting on his shoulders which she thinks, idly, are so broad. Very broad. Enticingly broad and sturdy. She wants to use them to ground herself, to cling onto, to lick, to bite—

A groan is let out from her. In one dream, Michelle had gotten very acquainted with his shoulders and the arms attached to them. Now, it's actually happening.

Peter's hand is inside her underwear, rubbing her in awe, encouraging her arousal with his words. And _fuck,_ she just couldn't stop making noises. This has got to be, by far, the best decision she's made, Michelle thinks. This is better than her dreams. Much better. When he warns that he's going to slide a finger in and spreads her folds open, she doesn't expect the way it feels—oh, so grand and exceptional and extraordinarily better than she imagined.

"Oh, those moans! I really am addicted," she vaguely hears him over her blood rushing. There's laughter in his words. "Does that feel good?"

She gives a moan in reply. "Don't—don't twist. Move, God Peter, _move,"_ she instructs. "And move your finger forward...like...like a _come here_ motion." She releases a short moan. With her guidance, he gets better. And soon, she's rocking her hips, humming in content.

After a comforting few minutes she tells him to remove his hand, and as they become occupied elsewhere, she finds herself humping her underwear over his thigh.

And he fucking laughs at this.

Michelle groans, "fuck you!"

Peter's lips peppers her chest. And because he isn't paying attention, he bites back a noise in his throat when her hand finds, grabs, and rubs the stiff swelling in his jeans. He’s vocal and reactive, she finds, and likes that. She's able to gain the upper hand until Peter forcefully removes her hand, sucking on her breasts, requesting for her to pay less attention to him. Her wrists are held down by his hands for the duration it takes to need air again when kissing. He can tell by her eyes that she _likes_ the restraint. He logs this information for another time.

Her hips gyrate again. And this time without needing instruction, Peter's hand maneuvers back around her underwear, this time his motions increasing, and she's louder than before, more sensitive.

Eventually she puts a pause on his handiwork to remove herself from off his hand—the sight dizzying and mouthwatering as he watches—to pull the bridge of her panties further to the side and move against his hand herself, fucking herself on his fingers. This time, his mouth on hers is more ernest.

But because he's impatient, Peter’s fingers curls, run across something swollen and ball-shaped inside her that causes a shiver to bolt up her spine. It's a sweet spot that she's gasping for him to hit again—and it's extremely better than any handiwork she's ever done on herself. Her hands holding his cheeks to keep his face close. Through it all, they're kissing, hot and horny, she's panting into his mouth in-between his words. "I love the way your hips grind against me. You're so fucking sexy," he goes, low enough for only her to hear. Giving a warning first, he then slides in two fingers. He's transfixed on her face and his fingers sliding in and out of velvet-smooth clutch, coated by her arousal. "Fuck, your pussy's _so soft_ ," is groaned involuntarily, but at feeling her tighten around his fingers at that, he decides to run with it. Dares, "You...like that...when I talk about...your pussy?" he tries. "When I say how good you feel around my hand?" It happens again so Peter gets bolder, faster, rougher. "This nice, warm little pussy that you want fingered? And it's so, _sooo wet_." The noises of her arousal is loud in her singular room. It drives him wild. Peter slowly pulls out and inserts three back in. She gasps in relief, her hips rocking from impatience. "Did you do this for me? You're soaking wet all for me?" She sobs, breaking their kissing, tossing her head to one side, her hands clutching at the sheets near her head in reflex, eyes now closed, and the high-pitched _needy_ noises she's making—Peter drinks it up. He's curling over that agonizingly sweet pleasurable point again, repeatedly. Her hips buck once, back begins to bow just the slightest, falls back to the mattress, her thighs trying to squeeze together. She instructs him to grind against her clit also; when he does, she cries out. "I could watch you like this, stay in you all day. Rubbing you off all day. Kissing you," which he does as he talks. "Play in you... You're so wet, Em. God, you're making me so hard..." He hisses. "I wanna taste you. ...Can I...um, can I _taste_ you, baby?"

The request catches her off guard, her eyes slowly opening. Sure, Michelle has _thought_ about it, fantasized maybe a little more than she would admit, but _hearing_ it is a completely different experience.

He slows down his movements. Her room is filled with her heavy panting, his mouth against her skin, and her juices slicking down his hand. "Please, babe, can I lick you? Can I," he swallows, seeming to gear himself. "Can I _please_ eat your pussy?" comes out lower, softer, a beg.

After a hesitance, Michelle nods, and with her instructions, his motions by hand increase—the thumb of one hand on her clit, the other's fingers sheathed inside her going at a rough rhythm, spreads her lower lips apart—the sight incredibly erotic to her—and he feels her reaction, works faster. She's being rocked against the mattress from his enthusiasm. His arm muscles flexing from him jerking her off. "That's it, Em." His mouth lolls open, concentrated, as she whines, curses obscenely, her legs trying to bring him closer. "Get nice and sloppy for me." Which he does, until his hand is coated to his knuckles and it's dripping. A weak "fuck" is barely heard right before he drops to his stomach in front of her and pulls her hips close to his face. But right before, nearly bashful, he tells, "I had seen some videos and stuff."

Her chest is heaving and skin overheating. Slowly, Peter slides out his fingers, her disappointed, drawn-out whimper a melody he loves so much, and hearing it accompanied by his name, catches him off guard, feels an electrifying spark inside himself shoots straight to his groin. She had been growing close! Rising to see her face, he's looming over her, taking in her heavy eyes, her wavy hair that's gotten loosened from its ponytail, and her fingers lazily loosening their biting hold on her bedsheets beneath her, and cups his face. She brings him in for a lustful kiss. "You're a fast learner," she pants.

At this, he smiles. "I'm not done yet." Sits back. Brings his wet fingers to his mouth, making sure she watches him suck her juices off, holding her gaze, doesn't miss the catch in her breathing. Hums in content. "Yum."

"Jesus, Peter!" Shivers bolt up her spine.

This _is...different._ The atmosphere, her compliance, this bold assertiveness he has. Her eyes bulge. Though Michelle doesn't argue against it, just keeps his firm eye contact and watching his chin slide back down to her underwear. Feels his mouth press to her moist center. Jumps when he flattens his tongue to give a testing lick, her stomach flipping when he tells that he can taste her through her panties.

Her head falls back and curses between her teeth, calling him another stupid name at the obvious observation.

Michelle's heart is flitting as she listens to him telling the collected stories of his teenage curiosity causing him to research this practice and it resurfacing in college. After gaining approval from her with shaking breath, Michelle lifts her hips to slip off her soaking wet panties. It falls to the floor with a flick of her finger. His chest fills with bated breath, awaiting, it all seeming to happen in slowed motion to him. He asks to use one of her small pillows resting at the head of her bed and slides it underneath her ass for leverage. The air in the room is unbearably hot and impossibly thick, filled with lust and years of pinning and cooling relief. The spreading of her knees is the silent invite Peter couldn't be more grateful to have—and which he takes after gaping at her completely nude before him.

He clears his throat, readies himself.

A hand slides up her stomach to grasp one of hers as he calls, "you relaxed, Em?" He's kissing down to the inside of thighs raised into the air—it’s so soft and so long and he can't help to moan a little bit. "Do you want me to stop?" he inquires, stroking her outer labia lips.

And she finds that she is relaxed.

"Good," Peter's breath blows across her; she shivers. "You wouldn't like it if you weren't relaxed."

"What are—people going to think, with you—you knowing so much about this?" It’s a weak attempt at smart-talking.

"Dunno," he shrugs. "Tell me what you think?" And then, his one arms is hooking around her right thigh, his other hand is held in a tight vice by hers as he goes right in.

Michelle cringes, tenses. The sound that is pulled from her throat isn't one heard before. Her hand entwined with his pushes back in reflex. Her back arches beautifully. She cries, loudly, unrefined. Her legs become a stronghold around his head, his mouth working on her sopping sex. And she can feel his tongue—" _God I can feel your tongue!_ "—flicking her sensitive nub between his lips, feels him lapping at her juices, his mouth moving and sucking. In between breaths, Michelle tells him what feels right, what to do again and is astonished about this whole thing. It takes a little bit until he gets it right, to find just what makes her tick, to make _her_ hips buck and roll and thrust, but it's accomplished.

And her sighs turns into whimpers that turn into aggressive grunts before finally rolling over into desperate, tortured, uncouth groaning—especially when he announces that he's inserting two fingers at once. They toy with her wetness, slicking into her folds and spreading her from inside, she inhales, mewls, and he slides them back out. Michelle's hands are tangled in, yanking at Peter's hair; he moans when she does it the first time but she then pulls away. After telling her that he likes it, that he just gets _nice tingles_ from it, that's where her hands remain as she wiggles, her thighs rise to his shoulders, and her neck bends backwards. And she sobs, loudly, begs, cries. He coos, "you're taking my fingers so well," and Michelle can't help it that she calls for him. Repeatedly. And not unlike she had done the many nights alone. He whispers, "such a good girl," fingering her tight clutch to a finish, alternating between sucking her pleasure button or pressing against it with a thumb, and she can't help but grind into his face.

"You're throbbing," he teases, and she weakly whimpers, " _fuck fuck fuck fuck fuck!_ "

The telltale heat that boils in her lower stomach makes itself prominent. Peter's face is buried in her center, constantly giving moans of his own. Every once in a while his head rears up from below her hairs to talk—"I love every sound you make," or groaning of "oh god" and "that's it. It feels good for you too, huh?" He speaks into her snatch phrases like "fuck, I love the way you taste," and "the way you squeeze is so incredible," or a brief, strained "god, I'm so hard right now."

Her feet have been lifted and her ankles are crossed behind his shoulders. Peter moans in content between her pressing thighs; Michelle risks a glance down, sees his eyes heavily hooded, her hairs curling around his nose. In that exact moment, he happens to looks up, they locks eyes, and he doesn't stop as he lifts her a little higher off the pillow—higher enough to give her ass a few smacks. She can't even squeal against it—as she starts to do—because then he's is holding her in place, working fierce and fast. Michelle's body locks up, caught in the thrill and bliss. He finger- fucks her while urgently sucking her clit. Her toes curl. His hand squeezes and smacks her ass again. And again. Michelle is on her elbows now, her head falling back, emitting sinful phrases and calls. She's too caught up in it that she only barely picks up his words muffled into her heat —"ride my fingers;" also, very soon, "fuck, you're starting to clench up again. You wanna cum?"

And sometimes Michelle wishes that he wasn't so smart—because by her body giving herself away, he decides to drag out her finish _agonizingly slow_. His movements pause, and then he's only kissing _around_ her, down her legs, on her stomach, everywhere but where she ached for him to be. His hand leaves her too and is wiped clean on his jeans. His other reaches up to play with one of her small breasts. Michelle’s groaning loudly, her stubborn way to get him to do what _she_ wants.

He doesn't do it, of course. And those jeans of his are restraining, she sees, and the sight doesn't help not one bit.

When he finally finishes paying attention to everywhere else and resumes, he brings her up near orgasm again. And again. And again. And again. And _goddammit,_ Michelle actually _yells_ in frustration by the fifth time he edges her. She's fisting the sheets in sexually frustrated death grip. "No more! No more! Let me finish! So help me God, make me _cum!_ " On any other opportunity, she would be smacking his shoulders, or rolls him off the couch, or kicking him off the bench. But instead, Michelle locks her legs around him in an unbreaking grasp and _glares_ for him to obey.

And his response—to softly kiss her collar, her stomach, nip her pantyline before delving back inside her folds with a hum that's far too self-pleasing. Bringing her close to that tipping point this time is very easy. She's calling for him like a chant, her hips rolling with force, desperation, and no patience at all, his movements matching. He turns encouraging this time: "You want to cum?

C'mon, you can do it. Ride me a little faster. C'mon." Smacks her ass again though not too hard to hurt. "Ah, that's it. Grind against me like that," he calls above her lustful calls. "Fuck my face, baby."

She shakes her head, fearing it would hurt.

One of Peter's hands hold onto her side. "It's ok. I want it." He pleads. Reiterates how beautiful she looks, how sexy she is, how she's incredibly hot when like this. "Grind your hips on me," he requests again. "Cum on my tongue," he begs.

So she does. Michelle explodes before of him, unraveling in a mess of loud declarations, trembling satisfaction, and dark sparks behind her eyes, her hand that viciously tangle in his scalp are shoving him away but her legs tight enough to have given a normal person a headache, but Peter hangs on. Her orgasm crashes over her like the rolling of storm waves—the buildup intense and unavoidable, and it finally crashing with surprising force—it reminds her of sparkling drinks the way the buzz lingers beneath her skin; of lazy summer afternoons the way it gradually ends; of a cool rainy day the way the rush of relief and comfort washes over her. She rides Peter through her orgasm, and when it's finished, lazily moves her hips a bit more, tired and spent, eyes closed and she sighs as her legs fall lax as she lies across her single bed. And when she stops moving and he's licked her clean, Peter detaches. Michelle groans, missing the feeling a little. She has to lie still on her bed for a good several minutes until her breathing regulates, purposely ignoring his broad, self- accomplishing smile. He leaves wet, messy kisses on the inner sides of her thighs and along her hips. Michelle wrinkles her nose in a small smile, humming in content.

Outside her window, the sky is a dark, angry grey. She hadn't even realized it had begun to rain.

Stretching first before she moves, her breathing and an ounce of energy returning, Michelle pushes up on her arms to see Peter gazing at her, wide-eyed and _guilty,_ blooming a dark rosy pink. Michelle crawls to his side—she naked and he leaning back on his arms. She asks what is wrong.

He licks his now-dry lips, wiped clean. Stumbles over an apology: "I... I'm—wow—I didn't mean to... Some of the...the things I—I—" He's blushing about his vulgar language and sex talk.

And at this, it's Michelle's turn to laugh. Peter looks _betrayed._

Placing a hand on his heated chest, she admits, "I liked it, you dummy." Gives a lazy smile. Her head lowers to rest on his shoulder. "And, I gotta admit... _that_ was kind of hot."

"Oh," he breaths, relieved. "Oh. Okay. Alright. That's—that's..."

"Good," she finishes for him. "You're lucky I like cursing and people praising me."

He grins. Chuckles, "yeah, I'm not really surprised." He means by characteristics of her personality that he's picked up over the years.

She doesn't have a comeback, only gives him a look.

Outside, thunder rumbles in the distance. They hear a cat screech and a dog bark, a citizen give a shout about something being drenched by the rain.

Michelle is kissing Peter in her lone dorm-apartment bedroom, running a tongue along his lip, coaxing a shaky moan out of him, when she remembers. Looking down at his jeans long enough for him to follow her gaze, the restriction it has on him isn't oblivious. He blushes more about it. Before her hand lays across his bulge, she catches him _twitch_ inside his jeans.

She had been so caught up in her personal relief earlier, she tells. Her hand grabs his hard-on, caresses it, and feels him jump again in his pants as he hisses.

"E-Em," he tries, breaks off in a groan. Breaks off after she's slid lower on her bare bed and has flipped open his buttons and is sliding down his zipper when he stops her. She looks confused, and then hurt at assuming he would think that she would do something _intentionally_ wrong. "No, I trust you, MJ. It's just...not this time, ok? Don't—don't worry about me this time. I just really liked getting you off."

An eyebrow rises, shooting him a confused stare. He knocks it off to a "next time" if she still wants to, "ok?"

She sighs, curls into his side. "Fine."

Later, after both have cleaned up by a shower and when shirts and pajamas are found to wear, they're both wrapped in each other's arms beneath a throw blanket in her living room. A feature film is found on the television. Two large, one-topping pizzas have been ordered. Peter rests his head on her shoulder. When the protagonist is unwittingly introduced to the enemy, Peter leans up to leave a kiss on Michelle's jaw. And it's different—the kiss is different, everything is different— it will sink in hours later that this isn't a friendly kiss, isn't a quick peck out of timidness, this isn't a _friend situation_. This is different and everything has just skydived into a further stage that hasn't been physically touched on before. She had been laid out bare in front of him—literally and not— as did he. Michelle doesn't know what to do about it.

Catching her vacant staring, Peter asks, "what are you thinking about," bringing her out of her thoughts.

Michelle is finally able to think of a comeback. "How you're the most unbearable person to ever share a blanket with, you and your ridiculous ice-for-feet." It's a terrible attempt at snark.

"Yeah yeah." He leaves a quick kiss on her cheek. "You too."

They're able to get ten more warm minutes together until she kicks him out from under the blanket to answer the door for the food. Then, she wraps up in the blanket, refusing to give him any until he puts on socks. Retaliating, Peter starts eating slices of her pizza.

**Notes for the Chapter:**

> how did this do? this is the most nsfw thing i've ever written. please let me know your nice constructive criticism. was it bad? could it have been more nsfw?
> 
> also, should there be a "next time?" should that be done or would that be overdoing it? (and if you want a sequel, i will need ideas or suggestions)
> 
> edit: THERE WAS WONDERFUL FAN ART MADE OF THIS FIC by sodafizzyart on tumblr and I cried for three hours!!!


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